UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 10-KSB
 


x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2007
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to ______

Commission file number: 0-12627

GLOBAL CLEAN ENERGY HOLDINGS, INC.
(Exact name of Small Business Issuer as specified in its charter)
 


Utah
 
87-0407858
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
     
 
6033 W. Century Blvd, Suite 1090,
Los Angeles, California 90045
 
 
(Address of principal executive offices)
 
     
 
(310) 670-7911
 
 
Issuer’s telephone number:
 

Securities registered under Section 12(b) of the Act: None.

Securities registered under Section 12(g) of the Act: Common Stock, no par value

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10KSB or any amendment to this Form 10KSB. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x

The issuer had $200,000 of revenues for its most recent fiscal year.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, as of March 27, 2008, was $6,685,065.
 
As of March 27, 2008, the issuer had 197,676,560 shares of common stock outstanding, which includes 22,837,593 shares of common stock currently held in escrow.
 
Transitional Small Business Disclosure Format: Yes ¨ No x



TABLE OF CONTENTS

PART I
     
ITEM 1.
DESCRIPTION OF BUSINESS
1
ITEM 2.
DESCRIPTION OF PROPERTY
21
ITEM 3.
LEGAL PROCEEDINGS
21
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
22
     
PART II
 
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS, AND SMALL BUSINESS ISSUER’S PURCHASE OF EQUITY SECURITIES
22
ITEM 6.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
23
ITEM 7.
FINANCIAL STATEMENTS
26
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
54
ITEM 8A(T)
CONTROLS AND PROCEDURES
54
ITEM 8B.
OTHER INFORMATION
56
     
PART III
 
ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
56
ITEM 10.
EXECUTIVE COMPENSATION
58
ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
61
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
62
ITEM 13.
EXHIBITS
64
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
66
 
2


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
 
This Report, including any documents which may be incorporated by reference into this Report, contains “Forward-Looking Statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “Forward-Looking Statements” for purposes of these provisions, including our plans to cultivate, produce and market non-food based feedstock for applications in the biofuels market, any projections of revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All Forward-Looking Statements included in this document are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any Forward-Looking Statement. In some cases, Forward-Looking Statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the Forward-Looking Statements contained herein are reasonable, there can be no assurance that such expectations or any of the Forward-Looking Statements will prove to be correct, and actual results could differ materially from those projected or assumed in the Forward-Looking Statements. Future financial condition and results of operations, as well as any Forward-Looking Statements are subject to inherent risks and uncertainties, including any other factors referred to in our press releases and reports filed with the Securities and Exchange Commission. All subsequent Forward-Looking Statements attributable to the company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Additional factors that may have a direct bearing on our operating results are described under “Risk Factors” and elsewhere in this report.
 
Introductory Comment
 
Throughout this Annual Report on Form 10KSB, the terms “we,” “us,” “our,” and “our company” refer to Global Clean Energy Holdings, Inc., a Utah corporation, and, unless the context indicates otherwise, also includes the following wholly-owned subsidiaries: (i) MDI Oncology, Inc., a Delaware corporation, and (ii) Global Clean Energy Holdings LLC, a Delaware limited liability company. During the fiscal year covered by this Annual Report on Form 10-KSB, we were known as “Medical Discoveries, Inc.” We changed our name to Global Clean Energy Holdings, Inc. on January 29, 2008.
 
PART I
 
ITEM 1.
  DESCRIPTION OF BUSINESS. 
 
Prior to 2007, Global Clean Energy Holdings, Inc. was a developmental-stage bio-pharmaceutical company, known as Medical Discoveries, Inc., that was engaged in the research, validation and development of two drugs. As more fully described in this report, during 2007 our Board of Directors determined that we could no longer fund the development of our two drug candidates and could not obtain additional funding for these drug candidates. Accordingly, the Board decided to sell our two drug candidates and to develop a new business in the rapidly expanding business of renewable alternative energy sources. As a result, our future business plan, and our current principal business activities include the planting, cultivation, harvesting and processing of inedible plant feedstock to generate seed oils and biomass for use in the biofuels industry, including the production of bio-diesel. Bio-diesel is a diesel-equivalent processed fuel derived from biological sources (such as plant oils), which can be used in diesel engines.

1


Organizational History.
 
This company was incorporated under the laws of the State of Utah on November 20, 1991. Effective as of August 6, 1992, this company merged with and into WPI Pharmaceutical, Inc., a Utah corporation. Pursuant to merger, the name of this company was changed to Medical Discoveries, Inc. WPI was incorporated under the laws of the State of Utah on February 22, 1984 under the name Westport Pharmaceutical, Inc. On January 29, 2008, our shareholders approved the change of our corporate name, and on that date we amended our name to “Global Clean Energy Holdings, Inc.” to reflect our new focus on the bio-diesel alternative energy market.
 
On March 22, 2005, we formed MDI Oncology, Inc., a Delaware corporation, as a wholly owned subsidiary to acquire certain breast cancer intellectual property assets from the liquidation estate of Savetherapeutics, A.G.
 
In October 2007, we relocated our principal executive offices from 1338 S. Foothill Drive, #266, Salt Lake City, Utah 84108 to 6033 W. Century Blvd, Suite 1090, Los Angeles, California 90045. Our telephone number is (310) 670-7911, and our website is located at www.gceholdings.com. Our annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, and other related information are available, free of charge, on our website as soon as we electronically file those documents with, or otherwise furnish them to, the Securities and Exchange Commission. Our Internet websites and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Annual Report on Form 10-KSB or any other Securities and Exchange Commission filing.
 
Transition to new Business
 
Until 2007, we were a developmental-stage bio-pharmaceutical company engaged in the research, validation, and development of two drugs we referred to as MDI-P and SaveCream. MDI-P is a drug candidate that we were developing as an anti-infective treatment for bacterial infections, viral infections and fungal infections. SaveCream is a drug candidate that we were developing to reduce breast cancer tumors. Both of these drugs were under development, and had not been approved by the U.S. Food and Drug Administration (FDA). The total cost to develop these two drugs, and to receive the approval from the FDA, would have cost many millions of dollars and taken many more years. In the past, we attempted to fund our development costs through the sale of equity securities and the placement of debt, including the sale of our Series A Convertible Preferred Stock. We had not, however, generated significant revenues from operations or realized a profit. Through December 31, 2007, we had incurred cumulative net losses of more than $26 million since inception.
 
Early in 2007, our Board of Directors determined that we could no longer fund the development of our two drug candidates and that we could not obtain additional funding for these drug candidates. The Board noted that the commencement of human clinical trials of the MDI-P drug candidate was on Full Clinical Hold by the FDA under 21 CRF 312.42(b) and would not be initiated until deficiencies in our IND application were resolved to the FDA’s satisfaction. We considered the uncertainty of the efficacy and safety of the MDI-P compound, the costs involved in further developing the compound and the limited market, and thereafter concluded that we did not have the capability or capacity to take the MDI-P compound to commercialization. Our Board also evaluated the value of the SaveCream drug candidate that was being co-developed with Eucodis Pharmaceuticals Forschungs - und Entwicklungs GmbH, an Austrian company now known as Eucodis Pharmaceuticals GmbH (“Eucodis”), and the return we could expect for our shareholders, and determined that the highest value for this drug candidate could be realized through a sale of that drug candidate to Eucodis. Accordingly, our Board sought to maximize the return from these assets through their sale.

2


On July 6, 2007, we entered into an agreement with Eucodis to sell SaveCream for an aggregate of 4,007,534 (approximately U.S. $6,089,000 based on the currency conversion rate in effect as of March 3, 2008), which consideration is payable in cash and by the assumption of certain of our outstanding liabilities. On January 29, 2008, our shareholders approved the sale of the SaveCream asset to Eucodis. The sale of the SaveCream assets currently is anticipated to occur in April 2008. For further developments on the sale of the SaveCream asset and the transactions with Eucodis, please see “Item 1. Description of Business – Recent Developments –Pending Sale of Bio-Pharmaceutical Assets.”
 
We also entertained various offers to purchase our rights to the MDI-P compound. On August 9, 2007, we sold the MDI-P compound for $310,000 in cash.
 
Having agreed to dispose of the foregoing assets, we considered entering into a number of other businesses that would enable us to be able to provide our shareholders with future value. Our Board subsequently decided to develop a business in the alternative energy market as a producer of biofuels. Accordingly, our new goal is to produce and sell seed oils, including seeds oils harvested from the planting and cultivation of Jatropha curcas plant, for the purpose of providing feedstock oil used for the generation of methyl ester, otherwise known as bio-diesel (the “Jatropha Business”). Our Board concluded that there was a significant opportunity to participate in the rapidly growing biofuels industry, which previously was mainly driven by high priced, edible oil-based feedstock. In connection with commencing our new Jatropha Business, effective September 7, 2007, we (i) hired Richard Palmer, an energy consultant, and a member of Global Clean Energy Holdings LLC (“Global LLC”) to act as the our new President, Chief Operating Officer and future Chief Executive Officer, (ii) engaged Mobius Risk Group, LLC, a Texas company engaged in providing energy risk advisory services, to provide us with consulting services related to the development of the Jatropha Business, and (iii) acquired certain trade secrets, know-how, business plans, term sheets, business relationships, and other information relating to the cultivation and production of seed oil from the Jatropha plant for the production of bio-diesel from Global LLC. See, “Item 1. Description of Business — The Jatropha Business,” below.
 
Recent Developments.
 
Name Change
 
On January 29, 2008, at a special meeting, our shareholders voted to approve certain amendments to our charter, including, changing the name of the company to “Global Clean Energy Holdings, Inc.” The name change is intended to reflect our new focus on the bio-diesel alternative energy market.
 
Pending Sale of Bio-pharmaceutical Assets
 
On July 6, 2007, we entered into a sale and purchase agreement (as amended, the “SaveCream Asset Sale Agreement”) with Eucodis, pursuant to which Eucodis agreed to acquire our SaveCream assets in consideration for a cash payment and the assumption by Eucodis of certain of our current indebtedness (such transactions, collectively, the “SaveCream Asset Sale”). The purchase of the SaveCream assets was scheduled to occur at the end of January 2008 after our shareholders approved the sale. On January 29, 2008, our shareholders voted to approve the sale of the SaveCream asset to Eucodis. However, shortly before the scheduled closing, Eucodis informed us that it was unable to complete the acquisition as agreed because it had insufficient funds and that it needed to obtain additional financing. Accordingly, the closing had to be postponed until Eucodis completed the required financing.
 
On February 29, 2008, Eucodis informed us that (i) it was completing an agreement for financing, which financing would provide Eucodis with sufficient funds to purchase the SaveCream assets for the purchase price, and substantially on the terms set forth in the initial SaveCream Asset Sale Agreement, and (ii) that it still desired to complete the transaction contemplated by the SaveCream Asset Sale Agreement. Accordingly, on February 29, 2008, we prepared a letter agreement (the “Letter Agreement”) again agreeing to sell the SaveCream assets to Eucodis on substantially the terms set forth in the SaveCream Asset Sale Agreement. The letter agreement was countersigned by Eucodis on March 3, 2008.

3


Under the Letter Agreement, we agreed to sell the SaveCream assets to Eucodis for the same price as the initial SaveCream Asset Sale Agreement and on substantially the same terms as that initial agreement. Under the initial SaveCream Asset Sale Agreement, Eucodis had agreed to pay 4,007,534 euros (or U.S. $6,089,000 based on the currency conversion rate in effect as of March 3, 2008), comprising a cash payment of 1,538,462 euros, and Eucodis’ assumption of certain of our obligations and liabilities aggregating 2,469,072 euros. Under the letter agreement, Eucodis will continue to pay us 4,007,534 euros for the assets, of which 1,538,462 euros (less $200,000 already received from Eucodis in March 2007) is required to be paid at the closing. However, the amount our indebtedness that Eucodis is required to assume will be reduced by 332,875 euros, and Eucodis will be required to pay us an 332,875 additional euros at the closing. Accordingly, at the closing, we will receive a total of 1,871,337 euros (or approximately U.S. $2,642,000 based on the currency conversion rate in effect as of March 3, 2008). Except as set forth herein, the purchase and sale of the SaveCream assets will be effected substantially in accordance with the SaveCream Asset Sale Agreement. The closing of the sale to Eucodis is currently scheduled to occur at such time as Eucodis completes its financing, but in no event later than April 30, 2008.
 
The assets to be acquired by Eucodis pursuant to the SaveCream Asset Sale Agreement include all of our right, title and interest in all patents, patent applications, regulatory files, pre-clinical study data, anecdotal clinical trial data, and our rights under certain other contracts relating to our “SaveCream” drug candidate. We acquired SaveCream and certain other related intellectual property assets from the liquidator of Savetherapeutics AG i.L., a German company, pursuant to a certain asset purchase agreement dated as of March 11, 2005. 
 
As we have previously disclosed in our filings with the Securities and Exchange Commission, in 2006 we had entered into a Definitive Master Agreement (the “License Agreement”) with Eucodis pursuant to which we licensed to Eucodis the exclusive right to develop, manufacture and commercialize our SaveCream drug candidate in the European Union and certain surrounding countries. Under the License Agreement Eucodis was obligated to develop the products through Phase II clinical trials in accordance with U.S. Food and Drug Administration and European Medicines Agency standards. Because Eucodis had notified us in January 2008 that it needed to obtain additional funding to continue its operations and, because of a lack of financing that it had suspended and discontinued its business operations, on February 27, 2008 we notified Eucodis that, pursuant to Sections 4.5(d) and 15.2 of the License Agreement, the License Agreement was terminated. Accordingly, all rights to the SaveCream rights have reverted to us and, if Eucodis does not complete the purchase of the SaveCream assets in accordance with the Letter Agreement, we will be the sole owner of all of the SaveCream rights.
 
The intellectual property assets that we currently own relating to the SaveCream drug, include the following patents:
 
 
·
“Substances and Agents for Positively Influencing Collagen.” This includes a EU patent application and a Canadian patent.
 
 
·
“Topical Treatment for Mastalgia.” This includes U.S. patent application 10/416,096 filed October 30, 2001, and a European Union patent application.
 
 
·
“Medicament for Preventing and/or Treating a Mammary Carcinoma Containing a Steroidal Aromatase Inhibitor.” This includes a U.S. patent application, No. 09/646,355, filed November 16, 2000 and divisional and continuation applications based upon the initial application.
 
 
·
“Aromatase Marking.” This includes a U.S. Patent application, No. 10/487,953, filed August 28, 2002, as well as a European Union patent application.
 
In the event that the pending sale to Eucodis is not completed, we will attempt to license or otherwise dispose of those assets. We do not currently have any alternate purchasers for those assets, and we have not yet engaged any investment banker or other agent to assist us with the sale of our SaveCream assets should the Eucodis sale not be completed.

4


Global Clean Energy Holdings, LLC — Share Exchange Agreement
 
In connection with our efforts to commence the Jatropha Business, on September 7, 2007, we entered into a share and exchange agreement (the “Global LLC Agreement”) pursuant to which we acquired all of the outstanding ownership interests in Global Clean Energy Holdings, LLC, a Delaware limited liability company (“Global LLC”). Global LLC is a company that owns certain trade secrets, know-how, business plans, term sheets, business relationships, and other information relating to the cultivation and production of seed oil from the seed of the Jatropha plant, for the purpose of providing feedstock oil intended for the production of bio-diesel. Richard Palmer and Mobius Risk Group, LLC, a Texas limited liability company engaged in providing energy risk advisory services (“Mobius”), were the sole owners of the outstanding equity interests of Global LLC. Richard Palmer was also a member of Global LLC.
 
In exchange for all of the outstanding ownership interests in Global LLC, we issued 63,945,257 shares of our common stock to Richard Palmer and Mobius. The shares issued to Mr. Palmer and Mobius in the acquisition of Global LLC represented 35% of our outstanding shares of common stock immediately after the acquisition (excluding the shares of Series A Convertible Preferred Stock). Of the 63,945,257 shares issued under the Global LLC Agreement, 36,540,146 shares were issued and delivered to Mr. Palmer (5,220,021 shares) and Mobius (31,320,125 shares) at the closing of the Global LLC Agreement without any restrictions. The remaining 27,405,111 shares of common stock were, however, issued as restricted shares, subject to forfeiture in the event that certain specified performance milestones are not achieved. The restricted shares are being held by us in escrow until such shares are either released or cancelled. An aggregate of 23,490,095 restricted shares were issued to Mobius, and 3,915,016 restricted shares were being issued to Palmer. If and when certain specified milestones are achieved, the restricted shares will be released and delivered to Mr. Palmer and Mobius in accordance with the terms and conditions of the Global LLC Agreement. During the time that the restricted shares are restricted and subject to forfeiture, the restricted shares shall be outstanding shares for all purposes and shall be entitled to vote and receive dividends, if any are declared. As of December 31, 2007, a total of 4,567,518 of Mr. Palmer and Mobius’ restricted shares were released from the restrictions and delivered on a pro rata basis per the terms of the Global LLC Agreement to Mr. Palmer and Mobius.
 
In order to obtain the expertise necessary to exploit the assets we acquired under the Global LLC Agreement, we also entered into an employment agreement with Richard Palmer, and a consulting agreement with Mobius.
 
Employment Agreement
 
On September 7, 2007, we entered into an employment agreement (effective as of September 1, 2007) with Richard Palmer pursuant to which we hired Mr. Palmer to serve as our President and Chief Operating Officer. Mr. Palmer was also appointed to serve as director on our Board to serve until the next election of directors by our shareholders. Effective December 21, 2007, upon the resignation of Judy Robinett (our immediately prior Chief Executive Officer), and in accordance with the terms of the employment agreement, Mr. Palmer became our Chief Executive Officer. We hired Mr. Palmer to take advantage of his experience and expertise in the feedstock/bio-diesel industry, and in particular, in the Jatropha bio-diesel and feedstock business. See, “Item 10. Executive Compensation — Employment Agreement.”

5


Loan Agreement
 
In order to fund our operations pending the closing of the SaveCream Asset Sale Agreement, on September 7, 2007, we entered into a loan and security agreement (“Loan Agreement”) with Mercator Momentum Fund III, L.P., a California limited partnership, pursuant to which Mercator Momentum Fund III, L.P. made available to us a secured term credit facility in the aggregate principal amount of $1,000,000 (the “Loan”). Interest is payable on the Loan at a rate of 12% per annum, payable monthly. We have agreed not to request any further advances under the Loan Agreement. As of March 27, 2008, the remaining outstanding principal balance of amounts we borrowed under the Loan Agreement was $200,000. The Loan currently matures and becomes due and payable on June 21, 2008. The Loan is secured by a first priority lien on all of our assets. Mercator Momentum Fund III, L.P. and its affiliates currently own all of the issued and outstanding shares of Series A Convertible Preferred Stock. We have used the proceeds of the Loan to fund our working capital needs.
 
Series B Preferred Stock
 
In order to obtain additional working capital, on November 6, 2007, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with two accredited investors, pursuant to which we sold a total of 13,000 shares of our newly authorized Series B Convertible Preferred Stock (“Series B Shares”) for an aggregate purchase price of $1,300,000. Each share of the Series B Shares has a stated value of $100. The two purchasers of our Series B Shares are parties, which we expect to be engaged in our Jatropha Business in Mexico.
 
The Series B Shares may, at the option of each holder, be converted at any time or from time to time into fully paid and non-assessable shares of our common stock at the conversion price then in effect. The number of shares into which one Series B Share shall be convertible is determined by dividing $100 per share by the conversion price then in effect. The initial conversion price per share for the Series B Shares is $0.11, which is subject to appropriate adjustment for certain events, including stock splits, stock dividends, combinations, recapitalizations or other recapitalizations affecting the Series B Shares.
 
Each holder of Series B Shares is entitled to the number of votes equal to the number of shares of our common stock into which the Series B Shares could be converted on the record date for such vote, and shall have voting rights and powers equal to the voting rights and powers of the holders of our common stock. In the event of our dissolution or winding up, each share of the Series B Shares is entitled to be paid an amount equal to $100 (plus any declared and unpaid dividends) out of the assets of our company then available for distribution to shareholders; subject, however, to the senior rights of the holders of our Series A Convertible Preferred Stock.
 
No dividends are required to be paid to holders of the Series B Shares. However, we may not declare, pay or set aside any dividends on shares of any class or series of our capital stock (other than dividends on shares of our common stock payable in shares of common stock) unless the holders of the Series B Shares shall first receive, or simultaneously receive, an equal dividend on each outstanding share of Series B Shares.
 
Judy Robinett Resignation
 
On August 31, 2007, we entered into a release and settlement agreement (effective as of September 7, 2007) (“the Release and Settlement Agreement”) with Judy Robinett, our former Chief Executive Officer, pursuant to which Ms. Robinett agreed to continue to act as our transitional Chief Executive Officer. Ms. Robinett also acted as our interim Chief Financial Officer until her resignation. Under the agreement, Ms. Robinett agreed to, among other things, assist us in the sale of our legacy bio-pharmaceutical assets, complete the preparation and filing of the delinquent SEC Reports that related to the periods prior to the date of the agreement, deal with our creditors and handle our creditor issues, and to assist in maintaining our relations with our shareholders.
 
Effective December 21, 2007, upon the completion of the foregoing matters, Ms. Robinett resigned as our Chief Executive Officer and from our Board, and Mr. Palmer became our Chief Executive Officer. For additional details on Ms. Robinett’s release and settlement agreement, please see “Item 10. Executive Compensation – Judy Robinett Employment and Resignation Agreements.”

6


The Jatropha Business.
 
Business Strategy
 
As of September 7, 2007, the day on which we entered into the Global LLC Agreement, we changed the business of our company to focus on the cultivation of non-edible feedstock for certain applications in the biofuels market. In particular, we anticipate that our core activities in the future will include the planting, cultivation, harvesting and processing of Jatropha plant feedstock to generate seed oils and biomass for use in the biofuels industry, including the production of bio-diesel and certain other biofuels.
 
Bio-diesel is a diesel-equivalent, processed fuel derived from biological sources (such as plant oils), which can be used in diesel engines and as a replacement for fuel oil. The term “biofuels” refers to a range of biological based fuels including biodiesel, synthetic diesel, ethanol and biomass, most of which have environmental benefits that are the major driving force for their introduction. Using biofuels instead of fossil fuels reduces net emissions of carbon dioxide and other green house gases, which are associated with global climate change. Biofuels further the concept of energy independence and environmental responsibility, while generating new jobs in new markets. This creates a social, environmental and economic gain from the production, distribution and end use of biofuels. As the world consumes larger volumes of fossil fuels, and further depletes the supplies of such fossil fuels, alternate sources of energy need to be developed to support growing economies.
 
We have identified the Jatropha curcas plant as our primary feedstock for producing bio-diesel and other biofuels. The Jatropha plant is a perennial plant that produces an inedible fruit with large seeds containing a high percentage of high quality inedible oil. The entire fruit, including the seeds, has excellent properties necessary for the production of biofuels. Our current business plan proposes to utilize the entire fruit of the Jatropha plant for biofuel production, including the oils produced from the fruit, as well as the hull, seed cover, seed oil and seed cake.
 
In connection with our new feedstock operations, we have identified strategic locations in North America, the Caribbean, Central America and South America ideally suited to our proposed planting, cultivation, harvesting and processing activities, in which we plan to establish cultivation, harvesting and processing operations. All of the areas identified have been selected for a number of key strategic reasons, including proximity to large ports for logistics purposes, relatively stable democratic governments, favorable trade agreements with the United States, low-cost land, reasonably priced labor, favorable weather conditions and acceptable soil conditions.
 
The Jatropha plant is indigenous to Mexico, and we have decided to initiate implementation of our new business plan and related agricultural development activities in Mexico. Our business plan proposes to establish a nursery in which we will initially grow and cultivate Jatropha seedlings prior to transferring them to the plantation for further growth and cultivation. We negotiated a lease for approximately 28 hectares of land in the Yucatan Peninsula, on which we have set up our initial Jatropha nursery and a plant breeding test farm. We have already begun planting a wide range of varieties of Jatropha curcas and at full planting expect to have over 13 different varieties when the entire 28 hectacre field is planted. The breeding research and development program on this property will be used to understand the growing patterns of various varieties of Jatropha, obtained from all over the world, and evaluate and maximize how they grow in the climate of the Yucatan.
 
We have identified a wide range of varieties of the Jatropha plant in Mexico, which we are currently propagating and studying. Our research and development activities will focus on plant and soil sciences, plant breeding and other related activities. We plan to study and identify the proper mix of Jatropha varieties, as well as optimum growth conditions, in order to maximize our output of the Jatropha fruit and seed oil.

7


In addition, we have identified 2,081 hectares of land (approximately 5,000 acres) in the State of Yucatan, Mexico, which we believe is ideal for establishing and maintaining what we plan to be the first of several multi-thousand hectare plantations in which we will cultivate the Jatropha plant. Our business plan is to acquire the rights to use up to 20,000 hectares in Mexico, by the end of our 2008 fiscal year for purposes of setting up plantations on which we will cultivate the Jatropha plant. We anticipate that the 2,081 hectares will yield 1-2 million gallons of feedstock oil when fully planted with mature plants.
 
We are also evaluating other locations in the Caribbean, Central America and South America for purposes of establishing Jatropha plantations, and we plan to have a Jatropha plantation and related operations in a location outside of Mexico by the end of our 2009 fiscal year.
 
Our business plan also proposes the construction of a seed oil extracting facility in which we would extract the feedstock oil from the Jatropha seed, and collect the remaining biomass for sale to interested buyers. We have not yet identified a location for the seed oil extracting facility; however, we plan to locate the facility relatively close to the ultimate end user of the biomass in order to minimize the costs and logistics of transporting the biomass to prospective buyers.
 
We anticipate that our primary focus will be in the feedstock oil market, and our operations will primarily comprise the planting, harvesting and sale of feedstock oil to end users in the energy industry for production of bio-diesel and other biofuels. In the short term, while developing Jatropha plantations, we expect to generate cash through our forward sale contracts for feedstock oil and biomass to be produced at our facilities, and the potential sale of carbon offset credits.
 
Depending on future economic, political and other factors, we may in the future expand our operations beyond the feedstock oil market. For example, our business plan contemplates the possibility of entering into a joint venture for the constructing a bio-diesel refinery in which we would produce bio-diesel using the feedstock oil that we produce. In any event, we anticipate we will still remain a feedstock oil company primarily, and that our bio-diesel production, if any, would be derived from only a portion of the feedstock oil we produce. If economic and other factors at the time encourage us to invest in bio-diesel production, we anticipate that we may develop or acquire additional refining capacity in other strategic locations.
 
Our employees, advisors and consultants are senior energy professionals with extensive experience in the energy and biofuels market, the production of bio-diesel and in the renewable energy sector in general.
 
We are still a development stage company, and we anticipate that it will require significant time and capital to develop our new operations into a stable and profitable business.
 
Principal Products
 
The production of biofuels feedstock is primarily a logistical agricultural operation. It needs to be supported with strong plant and soils sciences to improve productivity, quality and plant stability. The Jatropha curcas plant will be our primary agricultural focus. The Jatropha plant is a perennial, inedible plant, and all of its by-products can be used for fuel and biomass energy production. It is a very efficient plant that produces high quality seed oil and high-energy content biomass.
 
Bio-diesel Oil Feedstock
 
The feedstock oil needed for the production of bio-diesel that is currently available on the market today is primarily supplied from edible plant seed oils including soy, canola (rapeseed) and palm. There are other types of feedstock utilized including animal fats and recycled cooking grease, but they make up a small portion of the market supply. Our primary source of bio-diesel feedstock will be from the oil produced from the Jatropha plant. One advantage of the Jatropha plant is that it’s oil and meal is inedible, and the cultivation of the plant, which will primarily be for use in the biofuels industry, does not compete for resources with other crops grown primarily for food consumption. Since the Jatropha plant does not compete with land or other resources used in food crop development, it is an additional feedstock supply, growing the base and the market capacity.

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Biomass Feedstock
 
The Jatropha plant produces a fruit (about the size of a golf ball) containing three large seeds that contain 32%-38% oil content by weight. The non-oil components of the fruit, which represents 62-68% of the total fruit, contains high energy biomass (carbon values) that is an excellent source of feedstock for a number of energy producing processes including direct combustion, gasification, power production, and cellulostic ethanol (alcohol) production.
 
Carbon Credits
 
Biofuels production and use is a very effective means to reduce both local and global pollution from emissions that cause climate change. Growing trees and plants which sequesters carbon from the atmosphere and burning biofuels offsets the production of greenhouse gasses resulting from the consumption of petroleum or other fossil-based fuels. Many biofuels produce less pollution, including CO2, NOx, SOx and PM10. Through the 1997 Kyoto Protocol to the United Nations Framework Convention on Climate Change (Kyoto Protocol), signatory countries are required to reduce their overall greenhouse gas emissions, or carbon footprint. As of November 2007, 174 parties are signatories to and have ratified the Kyoto Protocol. The United States of America is not a signatory to the Kyoto Protocol. Signatory countries require local industry and other local energy end-users to either reduce their greenhouse gas emissions, or purchase greenhouse gas emission credits (carbon credits). This requirement has created a worldwide “Carbon Credit Trading Market” where sellers sell their excess carbon credits and buyers purchase the carbon credits they need to meet their greenhouse gas reduction requirements. The development of agricultural-based energy projects may produce carbon credits through the sequestration (storing) of carbon by the growing of trees and plants, or by the offset of other sequestered carbon. Selling carbon credits represents potential additional revenue that will help to offset capital requirements for our plantation and other development activities.
 
In our case, Certified Emission Reductions (CERs) may be generated through Clean Development Mechanism projects in non-Annex 1 nations, which include Mexico, the Caribbean, Central and South America. Assuming full capacity at a 20,000-hectare Jatropha plantation, we estimate that we could generate more than 100,000 metric tons of sellable carbon credits annually.

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Technology
 
Although we do not currently possess any patentable technology relating to our operations in the feedstock and biofuels market, we may develop technology as we design and implement our business plan. Any technology we develop will be in three main categories: (i) plant sciences, (ii) agricultural development, and (iii) material processing and end use applications. Such technologies developed are expected to assist in reducing costs, improving efficiency and allowing us to move the products higher in value creation. We also may pursue patentable technologies, processes and plant varieties
 
Operations in Mexico
 
We have negotiated a lease for a parcel of approximately 28 hectares of land in Mexico, and have constructed our first nursery facility and plant research planting operation. We have retained a Mexican law firm to represent our interests in Mexican legal matters related to our operations in Mexico.
 
Lodemo Services Agreement

In order to operate the Jatropha cultivation and production business in Mexico will require a large investment in management, personnel, offices, logistical support and facilities. In addition, successful operations in Mexico will also require an understanding of local rules, laws and business practices. Since we do not have either the resources in Mexico or the understanding of local laws and business practices, we have decided to engage a large, reputable local operator to conduct actual day-to-day operation of our Mexico operations for us. Accordingly, on October 15, 2007, we entered into a Service Agreement (the “Lodemo Agreement”) with Corporativo LODEMO S.A DE CV, a Mexican corporation (the “Lodemo Group”) in connection with our new Jatropha Business. The Lodemo Group is a privately held Mexican company with substantial land holdings, significant experience in fuel distribution and sales, liquids transportation, logistics, land development and agriculture that is capable of providing the logistical and other services we need to operate a large-scale farming and transportation business in Mexico.

Under our supervision, the Lodemo Group will be responsible for the establishment, development, and day-to-day operations of our Jatropha Business in Mexico, including the extraction of the oil from the Jatropha seeds, the delivery of the Jatropha oil to buyers, the purchase or lease of land in Mexico, the establishment and operation of one or more Jatropha nurseries, the clearing, planting and cultivation of the Jatropha fields, the harvesting of the Jatropha seeds, the operation of the our oil extraction facilities, and the logistics associated with the foregoing. Although the Lodemo Group will be responsible for identifying and acquiring the farmland, ownership of the farmland or any lease thereto will be held directly by us. The Lodemo Group will be responsible for hiring and managing all necessary employees. We will bear all direct and budgeted costs of the Jatropha Business in Mexico.

The Lodemo Group will provide the foregoing and other necessary services for a fee primarily based on the number of hectares of Jatropha under cultivation. We have agreed to pay the Lodemo Group a fixed fee per year of $60 per hectare of land planted and maintained with minimum payments based on 10,000 hectares of developed land, to follow a planned planting schedule. The agreement has a 20-year term but we may terminate under certain circumstances. The Lodemo Group also will potentially receive incentive compensation for controlling costs below the annual budget established by the parties, production incentives for increase yield and a sales commission for biomass sales.

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Jatropha Administrative Assistance—Mobius Consulting Agreement
 
Until we can further supplement our Jatropha Business with in-house personnel, we will need to obtain third party assistance with managing and supervising the creation, planning, construction, and planting or nurseries, seed production plantations and Jatropha plantations in the geographical areas that we intend to operate in (including South Texas and the Yucatan Peninsula of Mexico). In order to obtain the foregoing services, in September 2007 we entered into a consulting agreement with Mobius pursuant to which Mobius has agreed to provide consulting services to us in connection with our new Jatropha Business. We engaged Mobius as consultant to obtain Mobius’ experience and expertise in the feedstock/bio-diesel market to assist us in developing our new business operations. Mobius’ compensation for the services provided under the consulting agreement is a monthly retainer of $45,000; the term of the Mobius consulting agreement is twelve months, or such shorter period until the scope of work under the agreement has been completed.

Market
 
According to U.S. Department of Energy estimates, the world demand for crude oil in 2006 was approximately 85 million barrels per day, with approximately 25% of that demand being diesel and fuel oil (distillate fuel oil). This equates to a global consumption of distillate fuel oil of approximately 21 million barrels per day, or 325 billion gallons per year. At a 5% blend with biodiesel, the world market for biodiesel exceeds 16 billion gallons per year.
 
U.S. distillate fuel oil consumption for 2005 was 4.12 million barrels per day, which equates to over 60 billion gallons of diesel and fuel oil consumed annually. At a 5% biodiesel blend, the US biodiesel market is over 3 billion gallons per year and growing.
 
In 2004, 32 U.S. biodiesel refineries produced approximately 30 million gallons of neat (100%) bio-diesel fuel. In 2005, 50 refineries produced approximately 75 million gallons and in 2006 approximately 250 million gallons were sold. It is expected that in 2007 over 300 million gallons of bio-diesel fuel will be produced and consumed domestically, with an unconfirmed, but announced, biodiesel refinery construction exceeding a total U.S. domestic refining capacity of 1 billion gallons.
 
Direct Sales
 
Based on our current business plan, our primary market will be in the direct sale of Jatropha feedstock oil for bio-diesel production and biomass energy production, and the sale of carbon credits. Our primary customers will be refiners of bio-diesel. We estimate that there are approximately 165 bio-diesel plants in the United States alone, which can utilize up to 100% of our crude or refined Jatropha oil.
 
We will generate our highest revenues and greatest margins from customers who have logistical capacity on a water port accessible from the Gulf of Mexico. This will reduce redundant transportation costs, and allow us to ship large quantities economical. These customers have historically paid a higher price for feedstock oil, since the majority of feedstock oil supplies has been shipped from the Midwestern United States. We anticipate that our key customer profile will include well-financed, low-cost bio-diesel refiners.
 
Distributor Sales
 
As our business develops, we expect to utilize some distributors for sale of the Jatropha feedstock oil and the biomass by-products that we will produce.
 
Environmental Impact
 
Biofuels, including bio-diesel, have environmental benefits that are a major driving force for their introduction. Using biofuels instead of fossil fuels reduces net emissions of carbon dioxide and other greenhouse gasses, which are associated with global climate change. Biofuels are produced from renewable plant resources that “recycle” the carbon dioxide created when biofuels are consumed. Life-cycle analyses consistently show that using biofuels produced in modern facilities results in net reductions of greenhouse gas carbon emissions compared to using fossil fuel-based petroleum equivalents. These life-cycle analyses include the total energy requirements for the farming and production of the biomass resource, as well as harvesting, conversion and utilization. Biofuels help nations achieve their goals of reducing carbon emissions. Biofuels burn cleanly in vehicle engines and reduce emissions of unwanted products, particularly unburned hydrocarbons and carbon monoxide. These characteristics contribute to improvements in local air quality. In a life-cycle study published in October 2002, entitled “A Comprehensive Analysis of Bio-diesel Impacts on Exhaust Emissions, 2002,” the U.S. Environmental Protection Agency (“EPA”) analyzed bio-diesel produced from virgin soy oil, rapeseed (canola) and animal fats. The study concluded that the emission impact of bio-diesel produced slightly increased NOx emissions while significantly reducing other major emissions.

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Competition
 
Although there are a number of producers of biofuels, few are utilizing non-edible oil feedstock for the production of bio-diesel. The following table lists the companies we are aware of that are cultivating Jatropha for the production of bio-diesel:

British Petroleum (UK)
 
Plans to establish 100,000 hectares of Jatropha plantations in Indonesia to feed the 350,000-tonne-per-year biodiesel refinery that it is building in the country.
     
Van Der Horst Corporation (Singapore)
 
Building a 200,000-tpy biodiesel plant in Juron Island in Singapore that will eventually be supplied with Jatropha from plantations it operates in Cambodia and China, and possible new plantations in India, Laos and Burma.
     
Mission Biofuels (Australia)
 
Hired Agro Diesel of India to manage a 100,000-heactare Jatropha plantation, and a contract farming network in India to feed its Malaysian and Chinese biodiesel refineries. Mission Biofuels has raised in excess of $80 million to fund its operations.
     
D1 Oils (UK)
 
As of June 2007, together with its partners, D1 Oils has planted or obtained rights to offtake from a total approximately 172,000 hectares of Jatropha under cultivation worldwide. D1’s Jatropha plantations are located in Saudi Arabia, Cambodia, Ghana, Indonesia, the Philippines, China, India, Zambia, South Africa and Swaziland. In June 2007, D1 Oils and British Petroleum entered into a 50:50 joint venture to plant up to an additional 1 million hectares of Jatropha worldwide. British Petrolum funded the first £31.75 million of the Joint Venture’s working capital requirements through a purchase of D1 Oils equity, and the total Joint Venture funding requirement is anticipated to be £80 million over the next five years.
     
NRG Chemical Engineering (UK)
 
Signed a $1.3 billion deal with state-owned Philippine National Oil Co. in May 2007. NRG Chemical will own a 70% stake in the joint venture which will involve the construction of a biodiesel refinery, two ethanol distilleries and a $600 million investment in Jatropha plantations that will cover over 1 million hectares, mainly on the islands of Palawan and Mindanao.

1 hectare = 2.47 acres

We believe there is sufficient global demand for alternative non-edible biofuel feedstock to allow a number of companies to successfully compete worldwide. In particular, we note that we are the only US-based producer of non-edible oil feedstock for the production of bio-diesel which gives us a unique competitive advantage over many foreign competitors when competing in the USA.
 
The price basis for our non-edible oil and biomass feedstock will be equivalent to other edible seed oil and biomass feedstock. We have not found any substantial effort towards the production of any other non-edible oil worldwide that could compete with Jatropha. With the growing demand for feedstock, and the high price of oil and biofuels, we anticipate that we will be able to sell our Jatropha oil and biomass feedstock profitability.

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Employees.
 
As of March 27, 2008, we had three (3) employees, including Richard Palmer, our President and Chief Executive Officer.
 
During the initial development of our Jatropha Business, most of our Jatropha-related services are being provided to us by the Mobius Risk Group and the Lodemo Group. In addition, certain of our accounting and other administrative functions are also currently being provided to us by consultants. At such time as capital resources permit, we will hire full-time employees to assume these positions.
 
RISK FACTORS
 
Risks Relating to Our Business 
 
We have no direct operating history in the feedstock and bio-diesel industries, which makes it difficult to evaluate our financial position and our business plan.

Until early in 2007, we were a development stage bio-pharmaceutical company engaged in developing two potential drug candidates. Since our inception through December 31, 2007, we generated only $1,157,000 of revenues and accumulated net losses of over $26 million. During 2007, we terminated our operations as a bio-pharmaceutical company and have commenced developing a new business in the biofuels industry. However, since we have only recently commenced our operations as a biofuels company and have not yet generated any revenues from our new operations, we have no operating history in that line of business on which a decision to invest in our company can be based. The future of our company currently is dependent upon our ability to implement our new business plan in the Jatropha Business. While we believe that our business plan, if implemented as drafted, will make our company successful, we have no operating history against which we can test our plans and assumptions, and therefore cannot evaluate the likelihood of success.

The Jatropha Business that we are commencing is a new and highly risky business that has not been conducted on a similar scale in North America.

Our business plan calls for a large scale planting and harvesting of Jatropha plants, primarily outside of the United States, and for the subsequent production and sale of Jatropha oil (and other Jatropha byproducts) for use as a biofuel primarily in the United States. We are commencing a new business and will be subject to all of the risks normally associated with new businesses, including risks related to the large scale production of plants that have not heretofore been grown in large scale plantations, logistical issues related to the oil and biomass produced at such new plantations, market acceptance, uncertain pricing of our products, developing governmental regulations, and the lack of an established market for our products.

Since we currently have a limited amount of cash available, and are not generating any revenues from either our legacy bio-pharmaceutical business or our new Jatropha Business, we are dependent upon the sales proceeds to be derived from the sale of SaveCream, the potential sale of carbon credit purchase contracts, potential future delivery of Jatropha oil purchase contracts, and on our ability to raise additional funds to continue our operations and existence.

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We currently only have a limited amount of cash available, which cash is not sufficient to fund our anticipated future operating needs beyond April 2008. In addition, neither our legacy bio-pharmaceutical business, nor our new Jatropha Business currently generate any revenues from which we can pay our administrative and operating expenses. We currently anticipate that we will receive approximately $2,642,000 based on the currency conversion rate in effect as of March 3, 2008 ($200,000 of the cash payment was already received in 2007) upon the sale of our SaveCream rights to Eucodis (in addition to being relieved of our obligation to pay approximately $3,247,000 of currently outstanding liabilities). The closing of the SaveCream sale is currently scheduled to occur in April 2008, and we currently have sufficient funds to operate until that date. However, in the event that the closing of the SaveCream assets is delayed or does not occur, we will face an immediate cash shortage, and may not be able to fund our anticipated operating expenses after April 2008. No assurance can be given that the SaveCream sale will occur, or that it will occur during the time period we anticipate.
 
We will continue to incur administrative and general operating expenses without revenues until we begin selling Jatropha oil, or until we complete the sales of carbon credit purchase contracts. Based on our current monthly operating expenses and our projected future operating expenses, even if the SaveCream sale closes as planned, we will need to obtain significant additional funding during 2008 for our planned Mexico Jatropha plantations and our ongoing operating expenses. Such additional funds could be obtained from the sale of equity, from forward purchase payments for our products, joint venture arrangements, carbon credit sales, or debt financing. While we are currently engaged in discussions regarding various of these financial arrangements, there can be no assurance that we will be able to complete any of these arrangements or that we will be able to obtain the capital we require. In addition, we cannot be sure that any financing that we do obtain will be on terms that are commercially favorable for us. In the event that we do not obtain additional funding in the near future, we may not be able to maintain our current operations and will not be able to implement our business plan.
 
In addition, our Jatropha Business will require that we acquire and cultivate a large amount of land and otherwise incur significant initial start-up expenses related to establishing the Jatropha plantations required for our proposed business. We currently do not have the capital that is necessary to acquire the land or to otherwise fund the large up-front expenses, nor has any entity agreed to provide us with such funds. Accordingly, the success of our new Jatropha Business is contingent on, among other things, our ability to raise the necessary capital to fund our planned Jatropha Business expenditures. Historically, we have raised capital through the issuance of debt and equity securities. However, given the risks associated with a new, untested biofuels business, the risks associated with our common stock (as discussed below), and our status as a small, unknown public company, we cannot guarantee that we will be able to raise capital, or if we are able to raise capital, that such capital will be in the amounts needed. Our failure to raise capital, when needed and in sufficient amounts, will severely impact our ability to develop our Jatropha Business.
 
The closing of the sale of the SaveCream assets to Eucodis is uncertain and is dependent upon events beyond our control.
 
We recently entered into a letter agreement with Eucodis pursuant to which we agreed to sell our legacy SaveCream drug candidate assets to Eucodis for 4,007,534 euros (or U.S. $6,089,000 based on the currency conversion rate in effect as of March 3, 2008), of which approximately U.S. $2,642,000 will be paid in cash at the closing (we already received $200,000 in 2007), if Eucodis can complete the purchase by the end of April 2008. Eucodis has informed us that it wants to complete the purchase of the SaveCream assets as soon as possible and that it has an agreement in place for the funding needed to complete that sale. However, the financing that Eucodis is obtaining has not yet been received, and no assurance can be given that Eucodis will be able to obtain that financing by the end of April 2008, or ever. If Eucodis is unable to obtain the funding, or for other reasons is not willing or able to complete the purchase of the SaveCream assets, we will have to commence marketing our SaveCream assets to other entities. While we believe that our SaveCream assets have substantial value and will be attractive to other pharmaceutical companies, we neither know the exact amount that potential buyers would pay for those assets nor when we would be able to sell/license those assets. Accordingly, if Eucodis does not purchase the SaveCream assets, our ability to monetize our remaining legacy pharmaceutical assets is uncertain.

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Our business could be significantly impacted by changes in government regulations over energy policy.
Our planned operations and the properties we intend to cultivate are subject to a wide variety of federal, provincial and municipal laws and regulations, including those governing the use of land, type of development, use of water, use of chemicals for fertilizer, pesticides, export or import of various materials including plants, oil, use of biomass, handling of materials, labor laws, storage handling of materials, shipping, and the health and safety of employees. As such, the nature of our operations exposes us to the risk of claims with respect to such matters and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. In addition, these governmental regulations, both in the U.S. and in the foreign countries in which we may conduct our business, may restrict and hinder our operations and may significantly raise our cost of operations. Any breach by our company of such legislation may also result in the suspension or revocation of necessary licenses, permits or authorizations, civil liability and the imposition of fines and penalties, which would adversely affect our ability to operate and our financial condition.
 
Further, there is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on our company. Any or all of these situations may have a negative impact on our operations.
 
Our future growth is dependent upon strategic relationships within the feedstock and bio-diesel industries. If we are unable to develop and maintain such relationships, our future business prospects could be significantly limited.
 
Our future growth will generally be dependent on relationships with third parties, including alliances with feedstock oil and bio-diesel processors and distributors. In addition, we will likely rely on third parties to oversee the operations and cultivation of the Jatropha plants in our non-U.S. properties. Accordingly, our success will be significantly dependent upon our ability to establish successful strategic alliances with third parties and on the performance of these third parties. These third parties may not regard their relationship with us as important to their own business and operations, and there is no assurance that they will commit the time and resources to our joint projects as is necessary, or that they will not in the future reassess their commitment to our business. Furthermore, these third parties may not perform their obligations as agreed. In the event that a strategic relationship is discontinued for any reason, our business, results of operations and financial condition may be materially adversely affected.
 
We will depend on key service providers for assistance and expertise in beginning operations and any failure or loss of these relationships could delay our operations, increase our expenses and hinder our success.
 
Because of our limited financial and personnel resources, and because our Jatropha plantations are expected to be established primarily outside of the United States, we will have to establish and maintain relationships with several key service providers for land acquisition, the development and cultivation of Jatropha plantations, labor management, the transportation of Jatropha oil and biomass, and other services. We have already established such a relationship with the Lodemo Group in Mexico concerning the cultivation and management of our Jatropha nurseries and plantations in Mexico and the transportation of our products. Accordingly, our ability to develop our Jatropha Business in Mexico, and our success in Mexico, will to a large extent be dependent upon the efforts and services of the Lodemo Group. While the Lodemo Group has significant experience in diesel distribution and sales, liquids transportation, logistics, land development and agriculture, no assurance can be given that our joint operations with the Lodemo Group will be successful or that we will be able to achieve our goals in Mexico.
 
A significant decline in the price of oil could have an adverse impact in our profitability.
 
Our success is dependent in part to the current high price of crude oil and on the high price of seed oils that are currently used to manufacture bio-diesel. A significant decline in the price of either crude oil or the alternative seed oils will have a direct negative impact on our financial performance projections.

15


There are risks associated with conducting our business operations in foreign countries, including political and social unrest.
 
Our proposed agricultural operations will be primarily located in foreign countries, beginning in Mexico. Accordingly, we are subject to risks not typically associated with ownership of U.S. companies and therefore should be considered more speculative than investments in the U.S.
 
Mexico is a developing country that has experienced a range of political, social and economic difficulties over the last decade. Our operations could be affected in varying degrees by political instability, social unrest and changes in government regulation relating to foreign investment, the biofuels industry, and the import and export of goods and services. Operations may also be affected in varying degrees by possible terrorism, military conflict, crime, fluctuations in currency rates and high inflation.
 
In addition, Mexico has a nationalized oil company, and there can be no assurance that the government of Mexico will continue to allow our business and our assets to compete in any way with their interests. Our operations could be adversely affected by political, social and economic unrest in Mexico and the other foreign countries we plan for commence agricultural operations.
 
The cost of developing and operating our agricultural projects significantly exceeds our current financial budget.
 
Our preliminary budget contemplates the cultivation of 20,000-hectare of Jatropa in Mexico. According to our business plan, this will be the first of several other large plantations used in our feedstock/biofuel operations. In addition, we will have to construct a plant nursery and research facility as well as a seed oil extraction facility. We currently do not have the funds necessary to fund our planned operations. Unless we are able to obtain the necessary funds on economically viable terms, our Jatropha Business will not succeed, and we will not be able to meet our business goals. In addition, even if we obtain the initial funds necessary to establish our plantation and facilities, the costs to develop and implement our proposed plantation and support facilities, and our other operational costs could significantly increase beyond our expectations due to economic factors, design modifications, implementation or construction delays or cost overruns. In such an event, our profitability and ultimately the financial condition of our company will be adversely affected.
 
We plan to grow rapidly and our inability to keep up with such growth may adversely affect our profitability.
 
We plan to grow rapidly and significantly expand our operations. This growth will place a significant strain on our management team and other company resources. We will not be able to implement our business strategy in a rapidly evolving market without effective planning and management processes. We have a short operating history and have not implemented sophisticated managerial, operational and financial systems and controls. We are required to manage multiple relationships with various strategic partners, including suppliers, distributors, and other third parties. To manage the expected growth of our operations and personnel, we will have to significantly supplement our existing managerial, financial and operational staff, systems, procedures and controls. If we are unable to supplement and complete, in a timely manner, the improvements to our systems, procedures and controls necessary to support our future operations, our operations will not function effectively. In addition, our management may be unable to hire, train, retain, motivate and manage required personnel, or successfully identify, manage and exploit existing and potential market opportunities. As a result, our business and financial condition may be adversely affected.

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Our business will not be diversified because we will be primarily concentrated in one industry. As a consequence, we may not be able to adapt to changing market conditions or endure any decline in the bio-diesel industry.
 
We expect our business to consist primarily of sales of feedstock oil harvested from the Jatropha plant, and bio-diesel production and sales. We do not have any other lines of business or other sources of revenue to rely upon if we are unable to produce and sell feedstock oil and bio-diesel, or if the markets for such products decline. Our lack of diversification means that we may not be able to adapt to changing market conditions or to withstand any significant decline in the bio-diesel industry.
 
Reductions in the price of bio-diesel, and decreases in the price of petroleum-based fuels could affect the price of our feedstock, resulting in reductions in our actual revenues.

Historically, bio-diesel prices have been highly correlated to the Ultra Low Sulfur (“ULS”) diesel prices. Increased volatility in the crude oil market has an effect on the stability and long-term predictability of ULS diesel, and hence the biofuels prices in the domestic and international markets. Crude oil prices are impacted by wars and other political factors, economic uncertainties, exchange rates and natural disasters. A reduction in petroleum-based fuel prices may have an adverse effect on bio-diesel prices and could apply downward pressure on feedstock, affecting revenues and profits in the feedstock industry, which could adversely affect our financial condition.
 
There are several agreements and relationships that remain to be negotiated, executed and implemented which will have a critical impact on our operations, expenses and profitability.
 
We have several agreements, documents and relationships that remain to be negotiated, executed and implemented before we can develop fully commence our new operations, including agreements relating to the construction of our proposed seed processing plant and other support facilities for our Jatropha plantation in Mexico. In some cases, the parties with whom we would need to establish a relationship have yet to be identified. Our expectations regarding the likely terms of these agreements and relationships could vary greatly from the terms of any agreement or relationship that may eventually be executed or established. If we are unable to enter into these agreements or relationships on satisfactory terms, or if revisions or amendments to existing terms become necessary, the construction of our proposed seed processing plant and the commencement of our related operations could be delayed, our expenses could be increased and our profitability could be adversely affected and the value of your investment could decline.
 
Delays due to, among others, weather, labor or material shortages, permitting or zoning delays, or opposition from local groups, may hinder our ability to commence operations in a timely manner.
 
Our development schedule assumes the commencement of planting in the first half of 2008, with oil production anticipated 18 months thereafter. We could incur delays in the implementation of that plan or the construction of support facilities due to permitting or zoning delays, opposition from local groups, adverse weather conditions, labor or material shortages, or other causes. In addition, changes in political administrations at the federal, state or local level that result in policy changes towards the large scale cultivation of Jatropha or towards biofuels in general could result in delays in our timetable for development and commencement of operations. Any such delays could adversely affect our ability to commence operations and generate revenue.
 
We may be unable to locate suitable properties and obtain the development rights needed to build and expand our business.
 
Our business plan focuses on identifying and developing agricultural properties (plantations, nurseries, etc.) for the production of biofuels feedstock. The availability of land for this activity is key to our projected revenue and profitability. Our ability to acquire appropriate land in the future is uncertain and we may be required to delay planting, which may create unanticipated costs and delays. In the event that we are not successful in identifying and obtaining rights on suitable land for our agricultural and processing facilities, our future prospects for profitability will likely be affected, and our financial condition and resulting operations may be adversely affected.

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Technological advances in feedstock oil production methods in the bio-diesel industry could adversely affect our ability to compete and the value of your investment.
 
Technological advances could significantly decrease the cost of producing feedstock oil and biofuels. There is significant research and capital being invested in identifying more efficient processes, and lowering the cost of producing feedstock oil and biofuels. We expect that technological advances in feedstock oil/biofuel production methods will continue to occur. If improved technologies become available to our competitors, they may be able to produce feedstock oil, and ultimately biofuels, at a lower cost than us. If we are unable to adopt or incorporate technological advances into our operations, our ability to compete effectively in the feedstock/biofuels market may be adversely affected, which in turn will affect our profitability.
 
The development of alternative fuels and energy sources may reduce the demand for biofuels, resulting in a reduction in our profitability.
 
Alternative fuels, including a variety of energy alternatives to biofuels, are continually under development. Technological advances in fuel-engines and exhaust system design and performance could also reduce the use of biofuels, which would reduce the demand for bio-diesel. Further advances in power generation technologies, based on cleaner hydrocarbon based fuels, fuel cells and hydrogen are actively being researched and developed. If these technological advances and alternatives prove to be economically feasible, environmentally superior and accepted in the marketplace, the market for biofuels could be significantly diminished or replaced, which would adversely affect our financial condition.
 
Our ability to hire and retain key personnel and experienced consultants will be an important factor in the success of our business and a failure to hire and retain key personnel may result in our inability to manage and implement our business plan.
 
We are highly dependent upon our management, and on the consulting services provided to us by Mobius Risk Group, LLC, a company we have retained to provide us with consulting services related to the development of our Jatropha Business. The loss of the services of one or more of these individuals or of Mobius may impair management's ability to operate our company. We have not purchased key man insurance on any of our officers, which insurance would provide us with insurance proceeds in the event of their death. Without key man insurance, we may not have the financial resources to develop or maintain our business until we could replace such individuals or to replace any business lost by the death of such individuals. We may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business.
 
Our operating costs could be higher than we expect, and this could reduce our future profitability.
 
In addition to general economic conditions, market fluctuations and international risks, significant increases in operating, development and implementation costs could adversely affect our company due to numerous factors, many of which are beyond our control. These increases could arise for several reasons, such as:
 
 
·
Increased cost for land acquisition;
 
·
Increased unit costs of labor for nursery, field preparation and planting;
 
·
Increased costs for construction of facilities;
 
·
Increased transportation costs for required nursery and field workers;
 
·
Increased costs of supplies and sub-contacted labor for preparing of land for planting;
 
·
Increase costs for irrigation, soil conditioning, soil maintenance; or
 
·
Increased time for planting and plant care and custody.
 
18

 
Upon completion of our field developments, our operations will also subject us to ongoing compliance with applicable governmental regulations, including those governing land use, water use, pollution control, worker safety and health and welfare and other matters. We may have difficulty complying with these regulations and our compliance costs could increase significantly. Increases in operating costs would have a negative impact on our operating income, and could result in substantially decreased earnings or a loss from our operations, adversely affecting our financial condition.
 
Fluctuations in the Mexican peso to U.S. dollar exchange rate may adversely affect our reported operating results.
 
The Mexican peso is the primary operating currency for our initial business operations while our financial results are reported in U.S. dollars. Because our costs will be primarily denominated in pesos, a decline in the value of the dollar to the peso could negatively affect our actual operating costs in U.S. dollars, and our reported results of operations. We do not currently engage in any currency hedging transactions intended to reduce the effect of fluctuations in foreign currency exchange rates on our results of operations. We cannot guarantee that we will enter into any such currency hedging transactions in the future or, if we do, that these transactions will successfully protect us against currency fluctuations.
 
Risk of abandoned operations or decommissioning costs are unknown and may be substantial.

We may be responsible for costs associated with abandoning land development and product processing facilities, which we intend to use for production of biofuels feedstock. We expect to have long term commitments on land and facilities and short to medium commitments for labor and other services. Abandonment of these developments and contracts and the associated decommissioning costs could be substantial and may have an effect on future profitability.
 
Our future profitability is dependent upon many natural factors outside of our control. If these factors do not produce favorable results our future business profitability could be significantly affected.

Our future profitability is mainly dependent on the production output from our agricultural operations. There are many factors that can effect growth and fruit production of the Jatropha plant including weather, nutrients, pests and other natural enemies of the plant. Many of these are outside of our direct control and could be devastating to our operations.
 
Risks Relating to Our Common Stock
 
Our stock is thinly traded, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares.
 
The shares of our common stock are thinly traded on the Pink Sheets LLC electronic trading platform, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

19


Our existing directors, officers and key employees hold a substantial amount of our common stock and may be able to prevent other shareholders from influencing significant corporate decisions.
 
As of December 31, 2007, our directors and executive officers, beneficially owned approximately 35.1% of our outstanding common stock. These shareholders, if they act together, may be able to direct the outcome of matters requiring approval of the shareholders, including the election of our directors and other corporate actions such as:
 
 
·
our merger with or into another company;
 
 
·
a sale of substantially all of our assets; and
 
 
·
amendments to our articles of incorporation.
 
The decisions of these shareholders may conflict with our interests or those of our other shareholders.
 
The market price of our stock may be adversely affected by market volatility.
 
The market price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including:
 
 
·
fluctuation in the world price of crude oil;
 
 
·
market changes in the biofuels industry;
 
 
·
government regulations affecting renewable energy businesses and users;
 
 
·
actual or anticipated variations in our operating results;
 
 
·
our success in meeting our business goals and the general development of our proposed operations;
 
 
·
general economic, political and market conditions in the U.S. and the foreign countries in which we plan to operate; and
 
 
·
the occurrence of any of the risks described in this Annual Report.
 
Obtaining additional capital though the sale of common stock will result in dilution of shareholder interests. 
 
We plan to raise additional funds in the future by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution of the equity ownership of existing holders of our common stock. Additionally, the existing options, warrants and conversion rights may hinder future equity offerings, and the exercise of those options, warrants and conversion rights may have an adverse effect on the value of our stock. If any such options, warrants or conversion rights are exercised at a price below the then current market price of our shares, then the market price of our stock could decrease upon the sale of such additional securities. Further, if any such options, warrants or conversion rights are exercised at a price below the price at which any particular shareholder purchased shares, then that particular shareholder will experience dilution in his or her investment.

20


We are unlikely to pay dividends on our common stock in the foreseeable future. 
 
We have never declared or paid dividends on our stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business. We do not anticipate paying any cash dividends in the foreseeable future, and it is unlikely that investors will derive any current income from ownership of our stock. This means that your potential for economic gain from ownership of our stock depends on appreciation of our stock price and will only be realized by a sale of the stock at a price higher than your purchase price.
 
Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations, which may limit a shareholder's ability to buy and sell our stock.
 
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
 
ITEM 2.
DESCRIPTION OF PROPERTY. 
 
Currently, we operate out of offices of an unaffiliated bio-diesel company located at 6033 W. Century Blvd, Suite 1090, Los Angeles, California 90045. We moved to this location in September 2007 (previously, our offices were located in Salt Lake City, Utah) and we have been using these facilities without any obligation to make any lease or rental payments. We plan to move to our own office in the near future and are currently looking for office space.
 
ITEM 3.
LEGAL PROCEEDINGS. 
 
On August 22, 2006, we initiated legal proceedings in Landgericht Hamburg, a German Federal Court in Hamburg - Germany, against Dr. Alfred Schmidt to obtain certain rights concerning “SaveCream”, a developmental topical aromatase inhibitor cream relevant to our legacy bio-pharmaceutical business. No cross complaints have been filed against us in this matter. We acquired the “SaveCream” rights and certain other related intellectual property assets from the liquidator of Savetherapeutics AG i.L., a German corporation, pursuant to an asset purchase agreement dated as of March 11, 2005. Pursuant to our agreement with Eucodis, Eucodis has agreed to assume and become financially responsible for all costs we incur in connection with the foregoing litigation. If we do not sell our SaveCream assets to Eucodis, we will have to bear any future expenses related to this litigation.
 
21


In January 2008, in an action titled Bowne of Los Angeles, Inc. vs. Medical Discoveries, Inc., Bowne of Los Angeles, Inc. filed a lawsuit against us in the Third District Court, Salt Lake County, State of Utah, alleging that we failed to pay Bowne $59,399.47. Bowne is also seeking interest and legal fees. We have been in discussions with Bowne to settle this dispute. However, on March 13, 2008, Bowne filed a Notice Of Intent To Take Default Judgment. If the default judgment is granted, we will become liable for the entire amount claimed by Bowne.
 
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 
 
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
 
PART II
 
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS, AND SMALL BUSINESS ISSUER’S PURCHASE OF EQUITY SECURITIES.
 
Until July 2007, our common stock was traded on the OTC Bulletin Board under the symbol “MLSC.” Due to our failure to timely file reports with the Securities and Exchange Commission, in July 2007, we were de-listed from the OTC Bulletin Board. Thereafter, our common stock has traded on the Pink Sheets LLC trading platform. On February 29, 2008, in connection with our name change, our trading symbol was changed to “GCEH.” We have submitted an application to have our common stock re-listed on the OTC Bulletin Board.
 
The following table sets forth the range of bid quotations for our common stock for the quarters indicated according to data provided by The NASDAQ Stock Market, Inc. Such quotations reflect inter-dealer prices, without retail mark-ups, markdowns or commissions, and may not represent actual transactions.
 
Fiscal Year Ended December 31, 2007
 
High Bid
 
Low Bid
 
First Quarter
 
$
0.049
 
$
0.022
 
Second Quarter
 
$
0.050
 
$
0.011
 
Third Quarter
 
$
0.080
 
$
0.020
 
Fourth Quarter
 
$
0.087
 
$
0.030
 
 
Fiscal Year Ended December 31, 2006
 
High Bid
 
Low Bid
 
First Quarter
 
$
0.190
 
$
0.090
 
Second Quarter
 
$
0.155
 
$
0.075
 
Third Quarter
 
$
0.105
 
$
0.023
 
Fourth Quarter
 
$
0.080
 
$
0.030
 
 
Shareholders
 
As of December 31, 2007, we believe that we have approximately 2,950 shareholders of our common stock.

22


Dividends
 
We have never paid any cash dividends on our common stock and do not anticipate paying dividends in the foreseeable future. We presently intend to retain any future earnings for financing our growth and expansion.
 
Securities Authorized For Issuance Under Equity Compensation Plans
 
The following table contains information regarding our equity compensation plans as of December 31, 2007.
 
Plan Category
 
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options,
Warrants and
Rights
 
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
 
Number of
Securities
Remaining
Available for
Future
Issuance under
Equity
Compensation
Plans
(Excluding
Securities
Reflected in
the First
Column)
 
Equity compensation plans approved by security holders
                   
1993 Incentive Plan (1)
   
3,383,000
 
$
0.13
   
-0-
 
2002 Stock Incentive Plan
   
14,500,000
 
$
0.04
   
5,500,000
 
Equity compensation plans not approved by security holders
                   
Warrants
   
58,033,379
 
$
0.02
   
 
                     
Total
   
75,916,379
             
(1) The 1993 Incentive Plan has expired and no additional options or awards can be granted under this plan.
 
Repurchase of Shares
 
We did not repurchase any of its shares during the fourth quarter of the fiscal year covered by this report.
 
ITEM 6.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 
 
Overview
 
During the period covered by this Annual Report, we were a development stage company that devoted substantially all of its efforts to the research and development of its two principal drug candidates. During 2007, we decided to discontinue the development of our two drug candidates, decided to sell our two drug technologies, and have commenced a new business as a renewable alternative energy source company. As a result, the “Results of Operations” section below contains a description of both the results of a business that we no longer intend to pursue and the results of the new biofuels business that we are currently conducting.
 
23


Critical Accounting Policies
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements. Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We are a development stage company as defined by the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” Accordingly, all losses accumulated since inception have been considered as part of our development stage activities. Certain other critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Note A to the Consolidated Financial Statements included in this annual report. However, we do not believe that there are any alternative methods of accounting for our operations that would have a material affect on our financial statements.
 
Results Of Operations
 
As discussed previously, in 2007 the Board of Directors determined to discontinue our prior bio-pharmaceutical operations. Pursuant to accounting rules for discontinued operations, we have classified all revenue and expense, except general corporate overhead, for 2007 and prior periods related to the operations of our bio-pharmaceutical business as discontinued operations.
 
Revenues and Gross Profit. We are a development stage company and have not had significant revenues from our operations or reached the level of our planned operations. We discontinued our prior bio-pharmaceutical operations in March 2007. In September 2007, we commenced operations in our new bio-fuels Jatropha business, but we are still in the pre-development agricultural stage of our operations and, therefore, do not anticipate generating significant revenues from the sale of bio-fuel products until 2009. We are, however, attempting to generate cash in 2008 from the forward sale of carbon credits and possibly from future oil delivery contracts. During the years ended December 31, 2007 and 2006, we recognized revenue of $200,000 and $800,000, respectively, related to our discontinued bio-pharmaceutical business, which revenue is included in Loss from Discontinued Operations in the accompanying Consolidated Statements of Operations.
 
Operating Expenses. Our general and administrative expenses related to continuing operations for the year ended December 31, 2007, were $2,950,000 compared to $515,000 for the year ended December 31, 2006. In 2007, general and administrative expense includes general corporate overhead of $935,000 and includes share-based compensation of $2,015,000. In 2006, general and administrative expense in the amount of $515,000 principally consisted of estimated general corporate overhead. We have included expenses such as director fees, accounting costs, certain legal costs, certain consulting expenses, and an allocation of our employees’ compensation as general corporate overhead. Other general and administrative expenses more directly related to the operation and disposal of our bio-pharmaceutical business have been included in Loss from Discontinued Operations.
 
For the year ended December 31, 2007, we have recorded research and development costs of $987,000 related to the value of common stock issued in exchange for certain trade secrets, know-how, business plans, term sheets, business relationships, and other information in connection with the share exchange with Global Clean Energy Holdings, LLC. Otherwise, we did not incur any research and development expenses during the year ended December 31, 2007 due to our Board of Directors’ decision to discontinue funding development of the SaveCream and MDI-P drug candidate assets. We incurred $2,027,000 of research and development expenses for the year ended December 31, 2006, which principally related to our acquisition of the patents and patent rights relating to SaveCream, which are included in Loss from Discontinued Operations.

24


Other Income/ Expense and Net Loss. Our interest income increased to $4,000 for the year ended December 31, 2007, from $3,000 for the year ended December 31, 2006 principally due to cash balances generated from the sale of Series B preferred stock in the final quarter of 2007.
 
During the year ended December 31, 2007, we recorded $148,000 as unrealized loss on financial instrument to record the accounting for warrants resulting from the issuance of the Series A Convertible Preferred Stock entered into in October 2004 and March 2005, the cancellation and reissuance in September 2007 of certain related warrants to purchase 27,452,973 shares of common stock in connection with a new secured promissory note, and other warrants issued in 2007 to non-employees. During the year ended December 31, 2006, we recorded unrealized gains of $2,565,000 as a result of the accounting for these warrants. This non-cash gain and loss recognition on financial instrument is the result of the periodic revaluation of certain warrants classified as a liability in the financial statements.
 
In connection with the accounting for the cancellation and reissuance of warrants mentioned in the previous paragraph, we recorded a discount to the associated secured promissory note of $250,000. The discount to the note was amortized over the term of the loan agreement from September 7, 2007 to December 14, 2007, and was recorded as “interest expense from amortization of discount on secured promissory note.” Interest expense increased from $30,000 for the year ended December 31, 2006 to $52,000 for the year ended December 31, 2007. The increase in interest expense is primarily attributable to interest on the new secured promissory note issued in September 2007.

For the year ended December 31, 2007, we recorded “Gain on debt restructuring” of $485,000. This gain consisted of (i) a gain of $395,000 on settlement of amounts due to our former Chief Executive Officer, and (ii) a gain of $90,000 on the settlement of a note payable that was contingent on the outcome on our sale of MDI-P. The liability in the amount of $90,000 was extinguished because it was only payable if and when we received $1 million in cumulative license revenue from the MDI-P compound in any human indication. Since we sold the MDI-P compound for less than $1 million, this liability is no longer owed and was written off. For the year ended December 31, 2006, we recorded “Gain on debt restructuring” of $608,000 principally related to recognizing certain previously recorded liabilities as having passed the statute of limitations for collection.
 
Our Loss from Discontinued Operations was $518,000 for the year ended December 31, 2007, compared to $2,815,000 for the year ended December 31, 2006.
 
Liquidity And Capital Resources
 
As of December 31, 2007 we had $805,338 in cash and a working capital deficit of $7,344,000, as compared with $48,000 in cash and a working capital deficit of $5,527,000 at December 31, 2006.
 
Since our inception, we have financed our operations primarily through private sales of our securities. As of December 31, 2006, our financial resources were not sufficient to fund our on-going research and development activities or to fund our general and operating expenses. Accordingly, early in 2007 we re-evaluated our future operations thereafter elected to terminate our bio-pharmaceutical operations.
 
Our ability to fund our liquidity and working capital needs in the near future will be dependent upon certain pending and potential transactions. The principal pending transaction is the sale of certain of our legacy pharmaceutical assets. In July 2007, we executed the Asset Sale Agreement with Eucodis pursuant to which we agreed to sell our SaveCream asset for an aggregate of 4,007,534 (or U.S. $6,089,000 based on the currency conversion rate in effect as of March 3, 2008), a portion of which comprised (i) a cash payment of 1,538,462, which is due and payable to us at the closing, less $200,000 already received from Eucodis in March 2007 upon the signing of the Letter of Intent, and (ii) Eucodis’ assumption of an aggregate of 2,469,072, constituting specific indebtedness currently owed to certain of our creditors. We recently entered into a letter agreement with Eucodis pursuant to which we agreed that the price for the assets (4,007,534 euros) would remain the same, but that the amount indebtedness that Eucodis is required to assume will be reduced by 332,875 euros, and the amount to be paid at closing would be increased by this 332,875 euro amount. Accordingly, if the closing occurs, we will receive a total of 1,871,337 euros (or approximately U.S. $2,642,000 based on the currency conversion rate in effect as of March 3, 2008) at the closing. The closing of the sale to Eucodis is currently scheduled to occur at such time as Eucodis completes its financing, but in no event later than April 30, 2008. No assurance can be given that this sale will be completed.
 
25


In August 2007, we sold our second drug candidate, the MDI-P compound, for $310,000 in cash.
 
In order to fund ongoing operations pending closing of the sale to Eucodis, we entered into the Loan Agreement with, and issued a promissory note in favor of, with Mercator Momentum Fund III, L.P. (“Mercator”). Pursuant to the loan agreement, Mercator made available to us a secured term credit facility in principal amount of $1,000,000. Interest is payable on the Loan at a rate of 12% per annum, payable monthly. We have agreed not to request any further advances under the loan agreement. As of March 27, 2008, the remaining outstanding principal balance of amounts we borrowed under the loan agreement was $200,000. The loan currently matures and becomes due and payable on June 21, 2008. The loan is secured by a first priority lien on all of our assets.
 
In November 2007, we issued 13,000 shares of our newly created Series B Convertible Preferred Stock to two accredited investors for an aggregate of $1,300,000.
 
We are currently funding our operations from the Mercator loan and from the proceeds of the sale of the Series B Convertible Preferred Stock. Assuming that the sale of SaveCream to Eucodis is completed in April 2008, we will have sufficient cash to fund our projected corporate operating expenses for the balance of 2008. However, our business plan calls for significant infusion of additional capital to establish our Jatropha plantations in Mexico and other locations. We currently do not have the funds necessary to acquire and cultivate those plantations, nor will the projected proceeds from the Eucodis sale be sufficient for those purposes. Accordingly, in addition to the proceeds we expect to receive upon the sale of SaveCream to Eucodis, we will have to obtain significant additional capital through the sale of additional equity and/or debt securities, the forward sale of Jatropha oil and carbon offset credits, and from other financing activities, such as strategic partnerships. While we have commenced negotiations with third parties to obtain additional funding from strategic partnerships and for the sale of carbon credits, no assurance can be given that we will have sufficient capital available to continue to operate our business in 2008 or that we will be able to effect our new business plan in the Jatropha Business.
 
We have no off-balance sheet arrangements as defined in Item 303(c) of Regulation S-B.
 
26

 
ITEM 7. FINANCIAL STATEMENTS.
 
 
A Professional Corporation
Registered with the Public Company
CERTIFIED PUBLIC ACCOUNTANTS
Accounting Oversight Board
 
Global Clean
AND
BUSINESS CONSULTANTS
5 Triad Center, Suite 750
Salt Lake City, UT 84180-1128
Phone: (801) 532-2200
Fax: (801) 532-7944

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Medical Discoveries, Inc.

We have audited the accompanying consolidated balance sheets of Global Clean Energy Holdings, Inc. and subsidiaries (a development stage company) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and for the period from November 20, 1991 (date of inception of the development stage) through December 31, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of the Company from November 20, 1991 through December 31, 2003, which statements reflect total revenues and deficit accumulated during the development stage of $157,044 and $14,930,259, respectively. Those statements were audited by other auditors whose reports, dated February 18, 2004 (except Note K, not included herein, as to which the date is November 15, 2004) and March 20, 2000, included an explanatory paragraph stating there was substantial doubt regarding the Company’s ability to continue as a going concern. Our opinion, insofar as it relates to the consolidated financial statements for the period from November 20, 1991 through December 31, 2003, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Global Clean Energy Holdings, Inc. and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended and for the period from November 20, 1991 through December 31, 2007, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company is a development stage enterprise previously engaged in developing bio-pharmaceutical research and currently developing bio-diesel fuels. As discussed in Note B to the financial statements, the stockholders’ deficit and the operating losses since inception raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


HANSEN, BARNETT & MAXWELL, P.C.                                    
Salt Lake City, Utah
March 26, 2008

27

 
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
FORMERLY KNOWN AS MEDICAL DISCOVERIES, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

   
December 31,
 
December 31,
 
   
2007
 
2006
 
       
(Restated for
 
       
Discontinued
 
       
Operations)
 
ASSETS
         
CURRENT ASSETS
         
Cash and cash equivalents
 
$
805,338
 
$
47,658
 
Subscription receivable
   
75,000
   
-
 
Prepaid expenses
   
51,073
   
-
 
Total Current Assets
   
931,411
   
47,658
 
               
Plantation development costs and equipment, net
   
309,341
   
789
 
Assets held for sale
   
-
   
61,460
 
               
TOTAL ASSETS
 
$
1,240,752
 
$
109,907
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
             
CURRENT LIABILITIES
             
Accounts payable
 
$
1,243,877
 
$
663,691
 
Accrued payroll and payroll taxes
   
950,971
   
1,184,264
 
Accrued interest payable
   
300,651
   
267,739
 
Secured promissory note
   
250,000
   
-
 
Notes payable to shareholders
   
56,000
   
56,000
 
Convertible notes payable
   
193,200
   
193,200
 
Financial instrument
   
2,166,514
   
294,988
 
Current liabilities associated with assets held for sale
   
3,113,970
   
2,914,438
 
Total Current Liabilities
   
8,275,183
   
5,574,320
 
               
LONG-TERM LIABILITY
   
-
   
90,000
 
               
TOTAL LIABILITIES
   
8,275,183
   
5,664,320
 
               
STOCKHOLDERS' DEFICIT
             
Preferred stock - no par value; 50,000,000 shares authorized
             
Series A, convertible; 28,928 and 34,420 shares issued and outstanding, respectively; (aggregate liquidation preference of $2,892,800 and $3,442,000, respectively)
   
514,612
   
514,612
 
Series B, convertible; 13,000 and zero shares issued or subscribed, respectively; (aggregate liquidation preference of $1,300,000 and $0, respectively)
   
1,290,735
   
-
 
Common stock, no par value; 500,000,000 shares authorized; 174,838,967 and 118,357,704 shares issued and outstanding, respectively
   
16,526,570
   
15,299,017
 
Additional paid-in capital
   
1,472,598
   
1,056,020
 
Deficit accumulated prior to the development stage
   
(1,399,577
)
 
(1,399,577
)
Deficit accumulated during the development stage
   
(25,439,369
)
 
(21,024,485
)
Total Stockholders' Deficit
   
(7,034,431
)
 
(5,554,413
)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
1,240,752
 
$
109,907
 
 
See Notes to Consolidated Financial Statements
 
28


GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
FORMERLY KNOWN AS MEDICAL DISCLOVERIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS

       
From Inception of
 
       
the Development Stage
 
   
For the Years Ended
 
on November 20, 1991
 
   
December 31,
 
through
 
   
2007
 
2006
 
December 31, 2007
 
       
(Restated for
     
       
Discontinued
     
       
Operations)
     
Operating Expenses
             
General and administrative
 
$
2,949,885
 
$
515,151
 
$
7,900,558
 
Research and development
   
986,584
   
-
   
986,584
 
                     
Loss from Operations
   
(3,936,469
)
 
(515,151
)
 
(8,887,142
)
                     
Other Income (Expenses)
                   
Unrealized gain (loss) on financial instrument
   
(147,636
)
 
2,564,608
   
4,717,163
 
Interest income
   
4,441
   
2,866
   
62,605
 
Interest expense
   
(51,929
)
 
(29,919
)
 
(1,237,549
)
 
                   
Interest expense from amortization of discount on secured promissory note
   
(250,000
)
 
-
   
(250,000
)
Gain on debt restructuring
   
485,137
   
607,761
   
2,524,787
 
Other income
   
-
   
1,373
   
906,485
 
                     
Total Other Income (Expenses)
   
40,013
   
3,146,689
   
6,723,491
 
                     
Income (Loss) from Continuing Operations
   
(3,896,456
)
 
2,631,538
   
(2,163,651
)
                     
Loss from Discontinued Operations (net of gain on disposal of MDI-P of $258,809 in 2007)
   
(518,428
)
 
(2,815,309
)
 
(22,583,519
)
                     
Net Loss
   
(4,414,884
)
 
(183,771
)
 
(24,747,170
)
                     
Preferred stock dividend from beneficial conversion feature
   
-
   
-
   
(692,199
)
                     
Net Loss Applicable to Common Shareholders
 
$
(4,414,884
)
$
(183,771
)
$
(25,439,369
)
                     
Basic and Diluted Income (Loss) per Common Share:
           
Income (Loss) from Continuing Operations
 
$
(0.029
)
$
0.023
       
Loss from Discontinued Operations
 
$
(0.004
)
$
(0.025
)
     
                     
Net loss
 
$
(0.033
)
$
(0.002
)
     
                     
Basic and Diluted Weighted-Average Common Shares Outstanding
   
134,707,205
   
113,809,546
       
 
See Notes to Consolidated Financial Statements
 
29


GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
FORMERLY KNOWN AS MEDICAL DISCOVERIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Period From November 20, 1991 (Date of Inception of the Development Stage) through December 31, 2007

                               
Accumulated
 
Deficit
         
                               
Deficit
 
Accumulated
         
                           
Additional
 
Prior to
 
During the
 
Escrow/
     
   
Preferred Stock - Series A
 
Preferred Stock - Series B
 
Common stock
 
Paid in
 
Development
 
Development
 
Subscription
     
   
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Stage
 
Stage
 
Receivables
 
Total
 
                                               
Balance at October 31, 1991
       
$
-
       
$
-
   
1,750,000
 
$
252,997
 
$
-
 
$
(1,482,514
)
$
-
 
$
-
 
$
(1,229,517
)
                                                                     
Restatement for reverse acquisition of WPI
                                                                   
Pharmaceutical, Inc. by Medical Discoveries, Inc.
   
-
   
-
   
-
   
-
   
-
   
(252,997
)
 
-
   
252,997
   
-
   
-
   
-
 
                                                                     
Shares issued in merger of WPI
                                                           
Pharmaceutical, Inc.Medical Discoveries, Inc., $0.01 per share
   
-
   
-
   
-
   
-
   
10,000,000
   
135,000
   
-
   
(170,060
)
 
-
   
-
   
(35,060
)
                                                                     
Balance at November 20, 1991
                                                                   
(Date of Inception of Development Stage)
   
-
   
-
   
-
   
-
   
11,750,000
   
135,000
   
-
   
(1,399,577
)
 
-
   
-
   
(1,264,577
)
                                                                     
Issuance of common stock for:
                                                                   
   Cash
                                                                   
 1992 - $0.50 per share
   
-
   
-
   
-
   
-
   
200,000
   
100,000
   
-
   
-
   
-
   
-
   
100,000
 
 1992 - $1.50 per share
   
-
   
-
   
-
   
-
   
40,000
   
60,000
   
-
   
-
   
-
   
-
   
60,000
 
 1993 - $0.97 per share
   
-
   
-
   
-
   
-
   
542,917
   
528,500
   
-
   
-
   
-
   
-
   
528,500
 
 1994 - $1.20 per share
   
-
   
-
   
-
   
-
   
617,237
   
739,500
   
-
   
-
   
-
   
-
   
739,500
 
 1995 - $0.67 per share
   
-
   
-
   
-
   
-
   
424,732
   
283,200
   
-
   
-
   
-
   
-
   
283,200
 
 1996 - $0.66 per share
   
-
   
-
   
-
   
-
   
962,868
   
635,000
   
-
   
-
   
-
   
(60,000
)
 
575,000
 
 1997 - $0.43 per share
   
-
   
-
   
-
   
-
   
311,538
   
135,000
   
-
   
-
   
-
   
60,000
   
195,000
 
 1998 - $0.29 per share
   
-
   
-
   
-
   
-
   
2,236,928
   
650,000
   
-
   
-
   
-
   
-
   
650,000
 
 1999 - $0.15 per share
   
-
   
-
   
-
   
-
   
13,334
   
2,000
   
-
   
-
   
-
   
-
   
2,000
 
 2001 - $0.15 per share
   
-
   
-
   
-
   
-
   
660,000
   
99,000
   
-
   
-
   
-
   
-
   
99,000
 
 2003 - $0.04 per share
   
-
   
-
   
-
   
-
   
20,162,500
   
790,300
   
-
   
-
   
-
   
-
   
790,300
 
 2004 - $0.09 per share
   
-
   
-
   
-
   
-
   
20,138,024
   
1,813,186
   
-
   
-
   
-
   
-
   
1,813,186
 
 2005 - $0.18 per share
   
-
   
-
   
-
   
-
   
1,922,222
   
281,926
   
-
   
-
   
-
   
-
   
281,926
 
   Services and Interest
                                                                   
 1992 - $0.50 per share
   
-
   
-
   
-
   
-
   
500,000
   
250,000
   
-
   
-
   
-
   
-
   
250,000
 
 1993 - $0.51 per share
   
-
   
-
   
-
   
-
   
251,450
   
127,900
   
-
   
-
   
-
   
-
   
127,900
 
 1993 - $0.50 per share
   
-
   
-
   
-
   
-
   
800,000
   
400,000
   
-
   
-
   
-
   
-
   
400,000
 
 1994 - $1.00 per share
   
-
   
-
   
-
   
-
   
239,675
   
239,675
   
-
   
-
   
-
   
-
   
239,675
 
 1995 - $0.39 per share
   
-
   
-
   
-
   
-
   
4,333,547
   
1,683,846
   
-
   
-
   
-
   
(584,860
)
 
1,098,986
 
 1996 - $0.65 per share
   
-
   
-
   
-
   
-
   
156,539
   
101,550
   
-
   
-
   
-
   
-
   
101,550
 
 1997 - $0.29 per share
   
-
   
-
   
-
   
-
   
12,500
   
3,625
   
-
   
-
   
-
   
-
   
3,625
 
 1998 - $0.16 per share
   
-
   
-
   
-
   
-
   
683,000
   
110,750
   
-
   
-
   
-
   
-
   
110,750
 
 1999 - $0.30 per share
   
-
   
-
   
-
   
-
   
100,000
   
30,000
   
-
   
-
   
-
   
-
   
30,000
 
 2001 - $0.14 per share
   
-
   
-
   
-
   
-
   
1,971,496
   
284,689
   
-
   
-
   
-
   
-
   
284,689
 
 2002 - $0.11 per share
   
-
   
-
   
-
   
-
   
2,956,733
   
332,236
   
-
   
-
   
-
   
-
   
332,236
 
 2003 - $0.04 per share
   
-
   
-
   
-
   
-
   
694,739
   
43,395
   
-
   
-
   
-
   
-
   
43,395
 
 2004 - $0.06 per share
   
-
   
-
   
-
   
-
   
1,189,465
   
66,501
   
-
   
-
   
-
   
-
   
66,501
 
 2005 - $0.18 per share
   
-
   
-
   
-
   
-
   
104,167
   
11,312
   
-
   
-
   
-
   
-
   
11,312
 
   Conversion of Debt
                                                                   
 1996 - $0.78 per share
                           
239,458
   
186,958
   
-
   
-
   
-
   
-
   
186,958
 
 1997 - $0.25 per share
   
-
   
-
   
-
   
-
   
100,000
   
25,000
   
-
   
-
   
-
   
-
   
25,000
 
 1998 - $0.20 per share
   
-
   
-
   
-
   
-
   
283,400
   
56,680
   
-
   
-
   
-
   
-
   
56,680
 
 2002 - $0.03 per share
   
-
   
-
   
-
   
-
   
17,935,206
   
583,500
   
-
   
-
   
-
   
-
   
583,500
 
 2004 - $0.07 per share
   
-
   
-
   
-
   
-
   
9,875,951
   
650,468
   
-
   
-
   
-
   
-
   
650,468
 
   Other Issuances
                                                                   
 1993 -License - $0.50 share
   
-
   
-
   
-
   
-
   
2,000,000
   
1,000,000
   
-
   
-
   
-
   
-
   
1,000,000
 
 1997 - Settlement of contract
   
-
   
-
   
-
   
-
   
800,000
   
200,000
   
-
   
-
   
-
   
-
   
200,000
 
 1998 - Issuance of common stock from
   
-
   
-
   
-
   
-
                                           
 exercise of warrants, $0.001 per share
                           
200,000
   
200
   
-
   
-
   
-
   
-
   
200
 
 2000 - Reversal of shares issued
   
-
   
-
   
-
   
-
   
(81,538
)
 
-
   
-
   
-
   
-
   
-
   
-
 
Escrow and Subscription Receivables
                                                                   
 1996 - Common stock canceled -
                                                                   
 $0.34 per share
   
-
   
-
   
-
   
-
   
(1,400,000
)
 
(472,360
)
 
-
   
-
   
-
   
472,360
   
-
 
 2000 - Issuance for escrow receivable -
                                                                   
 $0.09 per share
   
-
   
-
   
-
   
-
   
5,500,000
   
500,000
   
-
   
-
   
-
   
(500,000
)
 
-
 
 2000 - Write-off of subscription receivable
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
112,500
   
112,500
 
 2000 - Research and development costs
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
115,400
   
115,400
 
 2001 - Research and development costs
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
132,300
   
132,300
 
 2001 - Operating expenses
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
25,000
   
25,000
 
 2004 - Termination of escrow agreement
   
-
   
-
   
-
   
-
   
(2,356,200
)
 
(227,300
)
 
-
   
-
   
-
   
227,300
   
-
 
 
(Continued)

See Notes to Consolidated Financial Statements
 
30

 
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
FORMERLY KNOWN AS MEDICAL DISCOVERIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - (Continued)
Period From November 20, 1991 (Date of Inception of the Development Stage) through December 31, 2007

                                    
Accumulated
 
Deficit
         
                                    
Deficit
 
Accumulated
       
                                
Additional
 
Prior to
 
During the
 
Escrow/
     
        
Preferred Stock - Series A
 
Preferred Stock - Series B
 
Common stock
 
Paid in
 
Development
 
Development
 
Subscription
     
        
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Stage
 
Stage
 
Receivables
 
Total
 
                                                    
Balance carried forward
 
-
 
$
-
   
-
 
$
-
   
107,071,888
 
$
12,441,237
 
$
-
 
$
(1,399,577
)
$
-
 
$
-
 
$
11,041,660
 
                                                                           
  Exercise of Options and Warrants
                                           <